Non-reporting issuer

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Securities regulation in Canada is conducted by the various provincial securities commissions and self-regulating organizations (“SRO”) such as the MFDA and IIROC. Securities are issued under the authority and oversight of these bodies with the result that a broad range of rules apply to companies seeking to raise capital and to the parties acting as their agents in such transactions. However, there is a useful simplification that can be applied in Canada to provide some clarity for issuers - based on the criteria below securities issuers fall into two broad categories:

Non-Reporting Issuers (“NRI”)

  • exempt offerings (OM; accredited investors)
  • non-listed
  • lower level of mandatory regulatory compliance (mostly dictated by constating document of the issuer)
  • generally lower G&A
  • generally less expensive to raise capital
  • tends to be smaller issuers with unique ideas or niche strategies

Difference Between NRIs and RIs

A common question is what are the differences between RIs and NRIs and does either type of security have clear benefits over the other? [1] To answer the question investors must consider

  • Reporting requirements; initial and on-going
  • Exchange Listing; volatility
  • Liquidity
  • Costs that reduce returns

Due Diligence - Disclosure & Selling Agent

See also

References

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